OMB APPROVAL
OMB NUMBER 3235-0058
EXPIRES: JUNE 30, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE..2.50
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NUMBER
0-25896
NOTIFICATION OF LATE FILING
CUSIP NUMBER
(CHECK ONE) |X| Form 10-K and Form 10-KSB | | Form 20-F | | Form 11-K | | Form
10-Q and Form 10-QSB | | Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Transition Period Ended: ______________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Full Name of Registrant
TEL-COM WIRELESS CABLE TV CORPORATION
Former Name if Applicable
1506 N.E. 162ND STREET
Address of Principal Executive Office (STREET AND NUMBER)
NORTH MIAMI BEACH, FLORIDA 33162
City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [P. 23,047], the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-L or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[Amended in Release No. 34-26589 (P. 72,435), effective April 12,
1989, 54 F.R. 10306.]
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. [Amended in Release No.
34-26589 (P. 72,439), effective August 13, 1992, 57 FR 36442.]
(ATTACH EXTRA SHEETS IF NEEDED)
<PAGE>
SEC 1344 (6/93)
The Company has undergone a change in control as well as changes in its
management, board of directors, legal counsel and the location of its principal
offices since the filing of the Company's Annual Report on Form 10-KSB in 1997,
and there have been delays in the transfer of company records and the gathering
and verification of Company financial and accounting data needed to accurately
complete the Company's Annual Report on Form 10-KSB for the year ended December
31, 1997.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
SAMUEL H. SIMKIN 305 947-3010
- ----------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).
|X| Yes | | No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof:
| | Yes |X| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
- --------------------------------------------------------------------------------
TEL-COM WIRELESS CABLE TV CORPORATION
--------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date MARCH 31, 1998 /S/ SAMUEL H. SIMKIN, VICE PRESIDENT AND GEN. COUNSEL
-------------- -----------------------------------------------------
Samuel H. Simkin, Vice President & Gen. Counsel
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. if the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the Form will be made a matter of the public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (Section 232.201 or Section 232,202 of
this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
[Added in Release No. 34-31905 (P. 85,111), effective April 26, 1993,
58 FR 14628; and Release No. 34-35113 (P. 85,475), effective January
30, 1995, 59 F.R. 67752].
